SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

                                FORM 10-QSB

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                            EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 2002

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                             EXCHANGE ACT OF 1934

                                  000-30087
                            Commission file number

                                  AMG OIL LTD.
       (Exact name of Small Business Issuer as Specified in its Charter)

       State of Nevada                                      NA
  (State or other jurisdiction                      (I.R.S. Employer
of Incorporation or Organization)                 or Identification Number)


                         Suite 1400, 700 - 4th Avenue,
                              Calgary, AB, T2P-3J4
                   (Address of Principal Executive Offices)

                                (403) 531-9718
               (Issuer's Telephone Number, including Area Code)

 Check whether the Issuer (1) filed all reports required to be filed by Section
 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
            subject to such filing requirements for the past 90 days.

                               Yes [X]    No [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS

  Check whether the registrant filed all documents and reports required to be
 filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
                    securities under a plan confirmed by court.

                               Yes ___    No ___

                    APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the Issuer's classes of common
 equity, as of the latest practicable date: Common, $.00001 par value per share:
                 19,600,000 outstanding as of May 14, 2002

  Transitional Small Business Disclosure Format (check one): Yes ___ No _X_


<PAGE>

                     PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Consolidated Interim Balance Sheets
================================================================================
<TABLE>
<CAPTION>
                                                      March 31,                March 31,          September 30,
                                                        2002                     2001                  2001
                                                (Unaudited - Prepared   (Unaudited - Prepared        (Audited)
                                                     by Management)          by Management)
<S>                                              <C>                     <C>                     <C>
Assets
Current
Cash                                             $     207,772           $     305,653           $     277,641
Accounts receivable                                        190                       6                     137
Prepaid expenses                                         2,861                   4,008                   2,912
--------------------------------------------------------------------------------------------------------------
                                                       210,823                 309,667                 280,690

Investments                                             10,993                  12,275                  11,919
Property and equipment                                   3,514                   4,761                   4,043
Oil and gas interest                                   285,714                 311,785                 274,671
--------------------------------------------------------------------------------------------------------------
Total Assets                                     $     511,044           $     638,488           $     571,323
==============================================================================================================

Liabilities
Current
Accounts payable and accrued liabilities         $       9,060           $       2,808           $       7,518
Due to related parties                                   9,609                  40,442                   9,900
--------------------------------------------------------------------------------------------------------------
Total Liabilities                                       18,669                  43,250                  17,418
--------------------------------------------------------------------------------------------------------------

Commitments and Contingencies

Stockholders' Equity
Common stock, $0.00001 par value
100,000,000 shares authorized
Issued and outstanding at March 31,
 2002: 19,600,000 shares
 2001: 19,600,000 shares                                   196                     196                     196
Additional paid-in capital                           2,841,621               2,781,086               2,817,374
Deficit accumulated during the development stage    (2,349,442)             (2,186,044)             (2,263,665)
--------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity                             492,375                 595,238                 553,905
--------------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity       $     511,044           $     638,488           $     571,323
==============================================================================================================
</TABLE>




     See accompanying notes to the consolidated financial statements


<PAGE>


================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Consolidated Interim Statements of Operations
(Unaudited - Prepared by Management)
================================================================================
<TABLE>
<CAPTION>
                                                                                                            Cumulative
                                                                                                          from Inception
                                  Three Months      Three Months        Six Months        Six Months      on February 20,
                                      Ended             Ended             Ended             Ended            1997 to
                                     March 31,         March 31,         March 31,         March 31,         March 31,
                                       2002              2001              2002              2001              2002
--------------------------------------------------------------------------------------------------------------------------
<S>                               <C>               <C>               <C>               <C>               <C>
Expenses

General and administrative        $     41,146      $     39,747      $     87,185      $     95,947      $    620,041
Loss on sale of investments               -                 -                 -                 -               16,135
Write-down of investments                 -                2,688               926            18,766           234,780
Write-down of oil and gas
  interest                                -                8,850              -              711,328         1,546,189
--------------------------------------------------------------------------------------------------------------------------
                                        41,146            51,285            88,111           826,041         2,417,145
--------------------------------------------------------------------------------------------------------------------------

Other Income

Interest income                            937             4,656             2,334             9,888            60,764
Gain on sale of oil and gas
  interest                                -                 -                 -                 -                6,939
--------------------------------------------------------------------------------------------------------------------------
                                           937             4,656             2,334             9,888            67,703

Net loss for the period           $    (40,209)     $    (46,629)     $    (85,777)     $   (816,153)     $ (2,349,442)
==========================================================================================================================
Basic and diluted loss
  per share                       $      (0.00)     $      (0.00)     $      (0.00)     $      (0.04)     $      (0.12)
==========================================================================================================================
</TABLE>




     See accompanying notes to the consolidated financial statements

<PAGE>


================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Consolidated Interim Statements of Cash Flows
(Unaudited - Prepared by Management)
================================================================================
<TABLE>
<CAPTION>
                                                                                                                Cumulative
                                                                                                              from Inception
                                       Three Months      Three Months        Six Months        Six Months      on February 20,
                                           Ended             Ended             Ended             Ended            1997 to
                                          March 31,         March 31,         March 31,         March 31,         March 31,
                                            2002              2001              2002              2001              2002
----------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>               <C>               <C>               <C>               <C>
Operating Activities
Net loss for the period                $    (40,209)     $    (46,629)     $    (85,777)     $   (816,153)     $ (2,349,440)
Adjustments to reconcile net loss to
 cash applied to operating activities:
   Depreciation                                 265               359               529               718             2,374
   Compensation expense from stock
    options                                   9,399            22,097            24,247            58,027           160,816
   Loss on sale of investments                 -                 -                 -                 -               16,135
   Write-down of investments                   -                2,688               926            18,766           234,780
   Write-down of oil and gas interest          -                8,850              -              711,328         1,546,189
   Gain on sale of oil and gas interest        -                 -                 -                 -               (6,939)
Changes in non-cash working capital:
   Accounts receivable                           95               851               (53)              157              (190)
   Accounts payable and accrued
    liabilities                               2,330           (12,372)            1,542            (8,555)            9,060
   Due to related parties                   (16,358)           (2,149)             (291)           13,389             9,609
   Prepaid expenses                          (1,901)             -                   51             2,395            (2,861)
----------------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities       (46,379)          (26,305)          (58,826)          (19,928)         (380,467)

Financing Activities
Common shares issued for cash                  -                 -                 -                 -            2,681,000
----------------------------------------------------------------------------------------------------------------------------

Net cash provided by financing activities      -                 -                 -                 -            2,681,000
----------------------------------------------------------------------------------------------------------------------------

Investing Activities
Purchase of investments                        -                 -                 -                 -             (324,856)
Proceeds from sale of investments              -                 -                 -                 -               72,948
Oil and gas exploration expenditures        (11,043)          (25,580)          (11,043)         (525,126)       (1,834,964)
Purchase of property and equipment             -                 -                 -                 (101)           (5,889)
----------------------------------------------------------------------------------------------------------------------------

Net cash used in investing activities       (11,043)          (25,580)          (11,043)         (525,227)       (2,092,761)
----------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash
  during the period                         (57,422)          (51,885)          (69,869)         (545,155)          207,772
Cash position - Beginning of Period         265,194           357,538           277,641           850,808              -
----------------------------------------------------------------------------------------------------------------------------

Cash position - End of period          $    207,772      $    305,653      $    207,772      $    305,653      $    207,772
============================================================================================================================
</TABLE>

     See accompanying notes to the consolidated financial statements

<PAGE>

================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Consolidated Interim Statements of Changes in Stockholders' Equity
(Unaudited - Prepared by Management)
================================================================================

For the Six Months Ended March 31, 2002
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                          Deficit
                                                                        Accumulated
                                                        Additional       During the         Total
                               Common Stock              Paid-in         Development     Stockholders'
                          -------------------------
                             Shares       Amount         Capital            Stage           Equity
                          --------------------------------------------------------------------------------
<S>                       <C>             <C>             <C>             <C>             <C>
Balance at September 30,
 2001                     19,600,000      $   196         $  2,817,374    $ (2,263,665)   $    553,905

Net compensation expense
 from stock options             -            -                  24,247            -             24,247
Net loss during the period      -            -                    -            (85,777)        (85,777)
                          --------------------------------------------------------------------------------

Balance at March 31,
 2002                     19,600,000      $   196         $  2,841,621    $ (2,349,442)   $    492,375
                          ================================================================================
</TABLE>







     See accompanying notes to the consolidated financial statements

<PAGE>

================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Notes to the Consolidated Interim Financial Statements
(Unaudited - Prepared by Management)
================================================================================

For the Six Months Ended March 31, 2002 and 2001
--------------------------------------------------------------------------------


NOTE 1 - NATURE OF OPERATIONS AND CONTINGENCIES

The Company was incorporated under the laws of the State of Nevada as Trans New
Zealand Oil Company on February 20, 1997. The Company's name was subsequently
changed to AMG Oil Ltd. on July 27, 1998. The business of the Company is the
acquisition and exploration of oil and gas interests.

The Company is a development stage enterprise and is required to identify that
these consolidated financial statements are those of a development stage
enterprise in accordance with paragraph 12 of Statement of Financial Accounting
Standards No. 7. However, the Company is primarily engaged in the exploration
of PEP 38256, its only oil and gas interest, and is not engaged in the
development of PEP 38256, as that term is defined in the oil and gas industry.

The Company has yet to determine whether PEP 38256 contains oil and gas reserves
that are economically recoverable. Further, there can be no assurance that the
Company will ever discover commercial quantities of oil and gas or obtain proved
reserves. The recoverability of the amounts capitalized for oil and gas
property is dependent upon the completion of exploration work, the discovery of
oil and gas reserves in commercial quantities and the subsequent development of
such reserves.

The Company does not generate sufficient cash flow from operations to fund its
entire exploration activities and has therefore relied principally upon the
issuance of securities for financing. Additionally, the Company may reduce its
exposure in its oil and gas interest by farming out to other participants. The
Company intends to continue relying upon these measures to finance its
operations and exploration activities to the extent such measures are available
and obtainable under terms acceptable to the Company. These conditions raise
substantial doubt regarding the Company's ability to continue as a going
concern.

Refer to Note 6

NOTE 2 - ACCOUNTING PRINCIPLES AND USE OF ESTIMATES

The accompanying unaudited consolidated interim financial statements of AMG Oil
Ltd. and its wholly owned subsidiaries, AMG Oil Holdings Ltd., AMG Oil (NZ)
Limited and Trans New Zealand Oil (PNG) Limited have been prepared in accordance
with generally accepted accounting principles for interim financial information
and the instructions to Form 10-QSB as prescribed by the Securities and Exchange
Commission. This form 10-QSB should be read in conjunction with the Company's
September 30, 2001 Form 10-KSB. All material adjustments which, in the opinion
of management, are necessary for a fair presentation of the results for the
interim periods have been reflected. The results of the six months ended March
31, 2002 are not necessarily indicative of the results to be expected for the
full year.

NOTE 3 - INVESTMENTS

Investments are comprised of 6,616 common shares (2001: 6,616 shares) of
Trans-Orient Petroleum Ltd. ("Trans-Orient") acquired at a cost of $235,773
(2001: $235,773) and having a fair value of $993 (2001: $2,275) and 600,000
common shares (2001: 600,000) of Gondwana Energy, Ltd. ("Gondwana") acquired at
a deemed cost of $10,000 and having a fair value of $10,000 (2001: $10,000).

<PAGE>

================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Notes to the Consolidated Interim Financial Statements
(Unaudited - Prepared by Management)
================================================================================

For the Six Months Ended March 31, 2002 and 2001
--------------------------------------------------------------------------------


NOTE 3 - INVESTMENTS (continued)

During the six month period ended March 31, 2002 the Company recorded a
write-down of investments of $926, compared to a $18,766 write-down for the
comparable period in 2001, resulting from an other-than-temporary impairment in
the fair value of Trans-Orient. The amount of the write-down was accounted for
as a realized loss and included in earnings.

Refer to Note 5

NOTE 4 - OIL AND GAS INTEREST

As at March 31, 2002, the Company has a 52.5% participating interest in
Petroleum Exploration Permit 38256 ("PEP 38256"), which was granted on August
25, 1997. PEP 38256 is located in New Zealand and provides for the exclusive
right to explore for petroleum for an initial term of five years, renewable for
an additional five years. One-half of the original area was relinquished on
August 25, 2000, and a further one half of the remaining area is required to be
relinquished upon renewal of PEP 38256, by August 25, 2002. The other
participant's in PEP 38256 are Indo-Pacific Energy Ltd. ("Indo-Pacific") (20%),
as the operator, Durum Cons. Energy Corp. ("Durum") (10%), Magellan Petroleum
Australia Limited (7.5%) and Orion Exploration Limited (10%).

As of the six month period ended March 31, 2002, the Company has spent $11,043
on permit maintenance and seismic reprocessing activities in PEP 38256. The
permit is in good standing with respect to its work commitments. The Company's
share of the committed work program for the balance of the 2002 fiscal year
requires an estimated $15,000 of exploration expenditures to be incurred.

Refer to Notes 5 and 6

NOTE 5 - RELATED PARTY TRANSACTIONS

Certain transactions of the Company involve publicly traded companies having
directors, officers and/or principal shareholders in common with the Company.
These companies are Indo-Pacific Energy Ltd. ("Indo-Pacific"), Trans-Orient
Petroleum Ltd. ("Trans-Orient"), Durum Cons. Energy Corp. ("Durum"), Gondwana
Energy, Ltd. ("Gondwana") and Verida Internet Corp. ("Verida").

a)   Investments

     Investments consist of 6,616 common shares of Trans-Orient and 600,000
     common shares of Gondwana.

     Refer to Note 3

b)   Consulting Agreements

     During the six months ended March 31, 2002, the Company paid $68 (2001:
     $15,541) in consulting fees to directors of the Company. During the six
     months ended March 31, 2002, the Company incurred Nil (2001: $9,968) in
     consulting fees and for website services to a company having directors,
     officers and/or principal shareholders in common with the Company.



<PAGE>

================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Notes to the Consolidated Interim Financial Statements
(Unaudited - Prepared by Management)
================================================================================

For the Six Months Ended March 31, 2002 and 2001
--------------------------------------------------------------------------------


NOTE 5 - RELATED PARTY TRANSACTIONS (continued)

c)   Due to Related Parties

     At March 31, 2002 the Company owed $9,609 (2001: $40,442) to certain
     companies having directors, officers and/or principal shareholders in
     common with the Company. This amount is non-interest bearing and has no
     fixed terms of repayment.

d)   Other

     During the six months ended March 31, 2002, the Company incurred $37,506
     (2001: $34,862) of mainly general and administrative costs through DLJ
     Management Corp., ("DLJ"), a wholly owned subsidiary of Trans-Orient. This
     amount represents costs incurred by DLJ on behalf of the Company.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

The Company participates in oil and gas exploration and development activities
as a joint venturer with related parties and is contractually committed under
agreements to complete certain exploration programs. The Company's management
estimates that the total commitments under various agreements are approximately
$15,000.

The Company is not aware of any events of noncompliance in its operations with
any environmental laws or regulations nor of any potentially material
contingencies related to environmental issues. However, the Company cannot
predict whether any new or amended environmental laws or regulations introduced
in the future will have a material adverse effect on the future business of the
Company.

NOTE 7 - COMMON STOCK

a)   Authorized and Issued Share Capital

     The authorized share capital of the Company is 100,000,000 shares of common
     stock with a par value of $0.00001 per share. At March 31, 2002, there were
     19,600,000 shares (September 30, 2001: 19,600,000 shares) issued and
     outstanding.

b)   Stock Options

     The Company applies Accounting Principles Board Opinion No. 25: Accounting
     for Stock Issued to Employees ("APB 25") to account for all compensatory
     stock options granted. Further, Statement of Financial Accounting Standards
     No. 123: Accounting for Stock-Based Compensation ("SFAS 123") requires
     additional disclosure to reflect the results of the Company had it elected
     to follow SFAS 123.

     SFAS 123 requires a fair value based method of accounting for all
     compensatory stock options using the Black-Scholes option pricing model.
     However, these models were developed for use in estimating the fair value
     of traded options and require the input of and are highly sensitive to
     subjective assumptions including the expected stock price volatility.

     The stock options granted by the Company have characteristics significantly
     different from those of traded options and, in the opinion of management,
     the existing model does not provide a reliable single measure of the fair
     value of any compensatory stock options granted by the Company.

<PAGE>

================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Notes to the Consolidated Interim Financial Statements
(Unaudited - Prepared by Management)
================================================================================

For the Six Months Ended March 31, 2002 and 2001
--------------------------------------------------------------------------------


NOTE 7 - COMMON STOCK (continued)

     In accordance with SFAS 123, the following is a summary of the changes in
     the Company's stock options for the period ended March 31, 2002 and 2001:

                                    2002                     2001
                          ------------------------------------------------------
                                           Weighted                    Weighted
                                            Average                    Average
                             Number        Exercise       Number       Exercise
Fixed Options               of Shares        Price       Of Shares      Price
                          ------------------------------------------------------
Balance at beginning of
 Period                         232,500     $ 1.53        1,017,500      $ 0.71
Granted                            -          -              15,000        2.00
Expired                            -          -            (800,000)       0.50
Outstanding and
 exercisable at end of
 Period                         232,500     $ 1.53          232,500      $ 1.53
                            ===========                   =========
Weighted-average fair
 value of options granted
 during the period                          $ -                          $ -
                                            =====                        =====

No stock options have been issued or exercised for the period ended March 31,
2002.

The following is a summary of the Company's net loss and basic and diluted loss
per share as reported and pro forma as if the fair value based method of
accounting defined in SFAS 123 had been applied for the quarters ending March
31, 2002 and 2001:

                                        2002                   2001
                              -------------------------------------------------
                                   As         Pro           As          Pro
                                Reported     Forma       Reported      Forma
                              ----------   ----------   ----------   ----------
Net loss for the period       $  (85,777)  $  (78,076)  $ (816,153)  $ (797,721)
                              =================================================
Basic and diluted
 loss per share               $    (0.00)  $    (0.00)  $    (0.04)  $    (0.04)
                              =================================================

<PAGE>

================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Notes to the Consolidated Interim Financial Statements
(Unaudited - Prepared by Management)
================================================================================

For the Six Months Ended March 31, 2002 and 2001
--------------------------------------------------------------------------------


NOTE 7 - COMMON STOCK (continued)

The following stock options are outstanding at March 31, 2002:

                    Number             Price          Expiry
                  Of Shares           per Share        Date
                ------------        ------------   ------------
                   217,500              $1.50      June 20, 2005
                    15,000              $2.00      October 31, 2005
                ------------
                   232,500
                ============

NOTE 8 - LOSS PER SHARE

Statement of Financial Accounting Standards No. 128: Earnings per Share ("SFAS
128") replaces the presentation of primary earnings per share ("EPS") with a
presentation of both basic and diluted EPS for all entities with complex capital
structures including a reconciliation of each numerator and denominator.

Basic EPS excludes dilutive securities and is computed by dividing income
available to common stockholders by the weighted-average number of common shares
outstanding for the year. Diluted EPS reflects the potential dilution that
could occur if dilutive securities were converted into common stock and is
computed similarly to fully-diluted EPS pursuant to previous accounting
pronouncements. SFAS 128 applies equally to loss per share presentations.

Stock options outstanding are not included in the computation of diluted loss
per share as such inclusion would be antidilutive due to net losses incurred for
the quarters ended March 31, 2002 and 2001.

A reconciliation of the numerators and denominators of the basic and diluted
loss per share calculations are as follows:

                                               2002            2001
                                          -----------     -----------

Numerator, net loss for the period        $   (85,777)    $  (816,153)
                                          -----------     -----------
Denominator:
Weighted-average number of shares
 outstanding                               19,600,000      19,600,000
                                          -----------     -----------

Basic and diluted loss per share          $     (0.00)    $     (0.04)
                                          ===========     ===========

NOTE 9 - INCOME TAXES

There are no income taxes payable by the Company. At March 31, 2002 the Company
has certain resource and other unused tax pools to offset future taxable income
derived in the United States and New Zealand. The benefits of these resource and
other tax pools have been offset by a valuation allowance of the same amount.

<PAGE>

ITEM 2   MANAGEMENT DISCUSSION AND PLAN OF OPERATION

Forward-Looking Statements
--------------------------

This Form 10-QSB includes certain statements that may be deemed to be
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements in this Form 10-QSB, other than
statements of historical facts, that address activities, events or developments
that we expect, believe or anticipate will or may occur in the future, including
operating costs, future capital expenditures (including the amount and nature
thereof), the drilling of wells, reserve estimates and other such matters are
forward-looking statements. Although we believe the expectations expressed in
such forward-looking statements are based on reasonable assumptions within the
bounds of our knowledge of our business, such statements are not guarantees of
future performance and actual results or developments may differ materially from
those in the forward-looking statements.

Factors that could cause actual results to differ materially from those in
forward-looking statements include: oil and gas prices; exploitation and
exploration successes; continued availability of capital and financing; general
economic, market or business conditions; acquisition opportunities or lack of
opportunities; changes in laws or regulations; risk factors listed from time to
time in our reports filed with the Securities and Exchange Commission; and other
factors.

Our Company was incorporated on February 20, 1997 under the name Trans New
Zealand Oil Company by filing our Articles of Incorporation with the Secretary
of State in Nevada. We changed our name to AMG Oil Ltd. on July 27, 1998. We are
a Calgary, Alberta, Canada based oil and gas exploration company, and our
operations are conducted through our wholly-owned Subsidiary, AMG Oil (NZ) Ltd.
We conduct our exploration activities through an exploration office in
Wellington, New Zealand maintained by Indo-Pacific Energy Ltd., the operator on
our sole exploration Permit. In the future, although there can be no assurances,
we intend to participate in the exploration and, where warranted, development of
our existing permit and to investigate and to acquire interests in other oil and
gas properties in the Austral-Pacific region.

Our sole participating interest at present is in Petroleum Exploration Permit
38256 ("PEP 38256"or the "Permit"), a hydrocarbon exploration permit located on
the South Island of New Zealand. After giving effect to all farm-outs and
reorganizations reported in the 2001 fiscal year the interests in PEP 38256 are
the following:

Company                                     Permit Interests
-------                                     ----------------

AMG Oil Ltd.                                        52.5%
Indo-Pacific Energy Ltd.                            20.0%
Magellan Petroleum Australia Limited                 7.5%
Durum Cons. Energy Corp.                            10.0%
Orion Exploration Ltd.                              10.0%

We have not received any revenues from oil & gas operations to date, and we are
in a start-up phase with our existing assets. We currently have no significant
assets, tangible or intangible, other than the opportunities for our interest in
PEP 38256. We have ongoing obligations with respect to PEP 38256 and we expect
to need to place additional equity securities with investors, in order to raise
the capital required for our ongoing activities until such time that we can
generate revenues from operations.

<PAGE>

There can be no assurance that we will earn revenue, operate profitably or
provide a return on investment to our security holders. Our activities to date
have consisted primarily of efforts to raise funds, acquire an interest in our
sole Permit, conduct preliminary seismic and geological studies over the Permit
and participate in drilling the Ealing-1 and Arcadia -1 exploration wells in the
fall of 2000. Neither of the exploration wells resulted in hydrocarbon
discoveries, and the wells were subsequently abandoned. As currently structured,
we propose to derive all of our revenue from a discovery of commercial
quantities of hydrocarbons in PEP 38256. By drilling the two exploration wells,
our company and our joint venture partners have met all the Permit work
obligations required for the initial five-year term, or to August 25, 2002. We
are now in the process of evaluating the information gained from drilling the
Arcadia-1 and Ealing-1 exploration wells, with a view to planning future Permit
exploration programs, if any. If future exploration is warranted, a critical
part of our business plan will require capital to fund our share of future
seismic and drilling exploratory costs. There can be no assurance that we will
be able to successfully raise the capital required, when required, to meet our
proportionate costs, or that we will be successful in discovering commercial
quantities of hydrocarbons, or that we will have access to capital to develop a
successful discovery without significant dilution or cost to our stockholders.

Employees and Consultants

We are in the start up phase with respect to our business and none of our
executive officers are bound by employment agreements. Mr. Cameron Fink
(President) and Mr. David Bennett (Vice-President of Exploration) devote less
than 20% of their time to our business. We do not have any employees.
Indo-Pacific Energy Ltd., as the operator of the Permit and of which Mr. Bennett
is the President and CEO, conducts exploration activities on PEP 38256 on behalf
of the joint venture. As the operator incurs expenses on the Permit, the
operator submits cash calls on a periodic basis to our company. The dollar value
of the cash call is based upon our respective percentage interests in PEP 38256.
All geological, exploration and technical services are provided by consultants,
through the joint venture. We also receive corporate services from DLJ
Management Corp., a subsidiary of Trans-Orient Petroleum Ltd. The services
consist of shareholder relations and communications, administrative and
accounting support. DLJ Management Corp. provides their services on an hourly
basis and has devoted less than 25% of their time to matters related to our
business. DLJ Management Corp. bills monthly for its services on a cost recovery
basis for labor and rent, office costs, and employee benefits.

Properties

We recently relocated to a 200 square foot head office space, on a rent free
basis, located at Suite 1400, 700 - 4th Avenue, Calgary, Alberta, Canada, from
which our President conducts business on behalf of our Company. We may likely
commence paying rent on this facility in the near future. Our company also
shares office space with two other companies located at 887 Helmcken Street,
Vancouver, British Columbia, Canada. Our company pays monthly rent in the
amount of CDN$1,000 to Durum Cons. Energy Corp. for use of the space. The
Permit operator conducts business on our behalf in a 4000 square foot operations
office in Wellington, New Zealand. This office space is shared with the operator
of PEP 38256, Indo-Pacific Energy Ltd. and two other exploration companies. The
operator bills us monthly for the facility on the basis of actual hours worked
for Permit related activities.

We currently have no oil or gas producing properties and at present, no known
deposits of oil or gas. Currently, our sole asset is our 52.5% interest in PEP
38256. Indo-Pacific Energy Ltd. is the operator of PEP 38256 and is carrying out
the required exploration programs on behalf of the joint venture pursuant to an
operating agreement dated June 25, 1998, under which our initial interest in the
Permit was acquired. Under the terms of the operating agreement, each
participant in the Permit is entitled to a specified equity share or percentage

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in the Permit, provided each participant pays for its pro rata share of
expenditures or cash calls related to the development of the Permit. The level
of expenditures and the work program are determined by agreement between the
members of the joint venture, who vote pro rata with respect to their equity
share with respect to expenditure proposals. If any participant, including the
operator, fails to meet its required obligations or pay its portion of the cash
calls, that participant will automatically relinquish its interest to the other
participants in the Permit.

PEP 38256 is located in the Canterbury Basin on the South Island of New Zealand.
The Canterbury Basin is located both onshore and offshore in the area
surrounding the city of Christchurch. The total area of the Canterbury Basin is
approximately twelve million acres. The permit area is situated in the onshore
area surrounding Christchurch. The initial permit term is five years from August
25, 1997, but a minimum of 50% was required to be relinquished within three
years. On August 25, 2000 the participants in PEP 38256 relinquished back to the
government of New Zealand 50% of the PEP 38256 permit area that was considered
to be of lesser potential. Subsequent to the relinquishment, PEP 38256 covers an
area of approximately 1.3 million acres, containing all the prospects and
exploration leads so far identified by our company and its joint venture
partners. The participants are required to relinquish a further 50% of the
remaining area of the permit upon the permit's renewal for its second 5 year
term on August 25, 2002.

The Permit is in good standing with the New Zealand Government, as we have met
all of the requirements under the initial work program. We currently estimate
that our share of expenditures to keep the permit in good standing for the
balance of the 2002 fiscal year requires approximately $15,000 to be incurred.

Results of Operations

During the first six months of the current fiscal year, our activities related
to the Permit were minimal as we evaluated the results of the exploration
activities undertaken in the 2001 fiscal year.

We did not generate any revenues from operations during the six months ended
March 31, 2002, or during the comparable period. Our sole revenue during the
period was $2,334 in interest income earned on surplus cash balances, compared
to $9,888 for the six months ended March 31, 2001.

Our total general and administrative expenses for the six months ended March 31,
2002 were $87,183 compared to $95,947 for the comparable period. $24,247 of the
total expenses was amortization of deferred compensation related to our stock
option plan versus $58,027 in the comparable period. Salaries were $14,635
compared to $18,078 for the six months ended March 31, 2001 and professional
fees were $27,760, versus $22,476. The balance of our general and administrative
costs consists of office expenses, shareholder relations expenses, rent, foreign
exchange and amortization of capital assets.

During the six months ended March 31, 2002, we wrote down our investment in
Trans-Orient Petroleum Ltd. to the approximate market value at the end of the
reporting period. This write-down amounted to $926 versus $18,766 for the
comparable period ended March 31, 2001. There was limited activity consisting of
permit maintenance and seismic reprocessing in PEP 38256 for the first two
quarters of the 2002 fiscal year. As a result, the company's expenditure for
the six months ended March 31, 2002 was $11,043.

As a result of these transactions noted above, we incurred a loss of $85,775 or
$0.00 per share, compared to $816,153 or $0.04 per share for the six months
ended March 31, 2001.

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Liquidity and Capital Resources

During the six months ended March 31, 2002, we did not have any financing or
investing activities. We did not have any financing activities and only minimal
investing activities consisting of $101 for the comparable period ended March
31, 2001.

At March 31, 2002 our current assets totaled $210,823 compared to $280,690 at
the beginning of the fiscal year, or $309,667 for the comparable period at March
31, 2001. Our current assets consisted of $207,772 in cash, $190 in accounts
receivable and $2,861 in prepaid expenses. Our current liabilities at March 31,
2002 were $18,668, of which $9,609 was due to related parties for Permit related
costs and administrative costs. Cash on hand is currently our only source of
liquidity. We do not have any lending arrangements in place with banking or
financial institutions and we do not anticipate that we will be able to secure
these funding arrangements in the near future.

We believe our existing cash balances are sufficient to carry our normal
operations for the next twelve months, unless additional seismic and drilling
activities are undertaken during this period. To the extent that we require
additional funds to support our operations or the expansion of our business, we
may sell additional equity or issue debt. Any sale of additional equity
securities will result in dilution to our stockholders. There can be no
assurance that additional financing, if required, will be available to our
company or on acceptable terms.

                         PART II -OTHER INFORMATION

Item 1. Legal Proceedings

None.


Item 2. Changes in Securities

None


Item 3. Defaults Upon Senior Securities

None


Item 4. Submissions of Matters to a Vote of Security Holders

None


Item 5. Other Information

None


Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit No.   Exhibit Description Page No

None

(b) Reports on Form 8-K filed during the quarter.

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None.

In accordance with the requirements of the Exchange Act, the Company has caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                                 AMG Oil Ltd.


Dated: May 13, 2002                         By:  /s/ Cameron Fink
                                               ---------------------------------
                                                 Cameron Fink, President

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